Common use of Resignation or Removal of Trustees Clause in Contracts

Resignation or Removal of Trustees. (a) A Trustee may at any time resign by giving thirty (30) days prior written notice to the Initial Beneficiary and each Certificateholder. Upon receiving the notice of resignation, the holder of the UTI (in the case of the UTI Trustee, Administrative Trustee or Delaware Trustee) or the holder of the applicable SUBI (in the case of a SUBI Trustee) shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 by written instrument. (b) If at any time: (i) a Trustee shall cease to be qualified in accordance with Section 6.2, (ii) any representation or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, (iii) a Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of a Trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iv) the holder of the UTI Certificate or any SUBI Certificate otherwise desires, in its sole discretion, to remove and replace the applicable Trustee with respect to the UTI Portfolio or SUBI Portfolio represented by such Certificate, then such Trustee may be removed upon written notice by the holder of the applicable UTI Certificate or SUBI Certificate or the assignee or pledgee of such UTI Certificate or SUBI Certificate in connection with a Financing. If a Trustee resigns or is removed under the authority of the immediately preceding sentence, the holder of the applicable UTI Certificate or SUBI Certificate shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed, one copy to each of the Servicer, the Initial Beneficiary and VCI and one copy to the successor Trustee, together with payment of all amounts owed to the outgoing Trustee. (c) Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this part shall not become effective until acceptance of appointment by the successor Trustee.

Resignation or Removal of Trustees. (a) A Each of the Trustee and the Delaware Trustee may at any time resign and be discharged from the trust hereby created by giving thirty (30) days prior written notice thereof to the Initial Beneficiary NIMS Insurer, the Depositor, the Servicer, the Swap Counterparty and each Certificateholderthe Certificateholders. Upon receiving the such notice of resignation, the holder of the UTI (in the case of the UTI Trustee, Administrative Trustee or Delaware Trustee) or the holder of the applicable SUBI (in the case of a SUBI Trustee) Servicer shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 trustee by written instrument. (b) , in duplicate, which instrument shall be delivered to the resigning trustee and to the successor trustee acceptable to the NIMS Insurer and to the Holders of Certificates entitled to more than 50% of the Voting Rights. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time: (i) a time the Trustee or the Delaware Trustee shall cease to be qualified eligible in accordance with the provisions of Section 6.2, 8.06 and shall fail to resign after written request therefor by the Servicer (iiwith the consent of the NIMS Insurer) or the NIMS Insurer, or if at any representation time the Trustee or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, (iii) a the Delaware Trustee shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of a Trustee such trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee such trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then the Servicer (iv) with the holder consent of the UTI Certificate NIMS Insurer) or any SUBI Certificate otherwise desiresthe NIMS Insurer, in its sole discretion, to may remove such trustee and replace the applicable Trustee Servicer (with respect to the UTI Portfolio or SUBI Portfolio represented by such Certificate, then such Trustee may be removed upon written notice by the holder consent of the applicable UTI Certificate or SUBI Certificate or the assignee or pledgee of such UTI Certificate or SUBI Certificate in connection with a Financing. If a Trustee resigns or is removed under the authority of the immediately preceding sentence, the holder of the applicable UTI Certificate or SUBI Certificate shall promptly NIMS Insurer) may appoint a successor Trustee trustee, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee trustee so removed, the trustee continuing and to the successor trustee. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. The Holders of Certificates entitled to more than 50% of the Voting Rights, with the consent of the NIMS Insurer, may at any time remove the Trustee or the Delaware Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by the NIMS Insurer or such Holders, as applicable, or their attorneys‑in‑fact duly authorized, one copy complete set of which instruments shall be delivered to each of the Depositor and the Servicer, one complete set to the Initial Beneficiary and VCI trustee so removed and one copy complete set to the successor Trustee, together with payment so appointed. A copy of all amounts owed such instrument shall be delivered to the outgoing Trustee. (c) NIMS Insurer, the Certificateholders, the trustee continuing and the Servicer by the Depositor. Any resignation or removal of a the Trustee or the Delaware Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this part Section shall not become effective until acceptance of appointment by the successor Trusteetrustee as provided in Section 8.08.

Resignation or Removal of Trustees. (a) A Each of the Trustee and the Delaware Trustee may at any time resign and be discharged from the trust hereby created by giving thirty (30) days prior written notice thereof to the Initial Beneficiary NIMS Insurer, the Depositor, the Servicer, the Swap Counterparty and each Certificateholderthe Certificateholders. Upon receiving the such notice of resignation, the holder of the UTI (in the case of the UTI Trustee, Administrative Trustee or Delaware Trustee) or the holder of the applicable SUBI (in the case of a SUBI Trustee) Depositor shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 trustee by written instrument. (b) , in duplicate, which instrument shall be delivered to the resigning trustee and to the successor trustee acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time: (i) a time the Trustee or the Delaware Trustee shall cease to be qualified eligible in accordance with the provisions of Section 6.2, (ii) 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer, or if at any representation time the Trustee or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, (iii) a the Delaware Trustee shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of a Trustee such trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee such trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iv) then the holder of the UTI Certificate or any SUBI Certificate otherwise desires, in its sole discretion, to remove and replace the applicable Trustee with respect to the UTI Portfolio or SUBI Portfolio represented by such Certificate, then such Trustee may be removed upon written notice by the holder of the applicable UTI Certificate or SUBI Certificate Depositor or the assignee or pledgee of NIMS Insurer, may remove such UTI Certificate or SUBI Certificate in connection with a Financing. If a Trustee resigns or is removed under trustee and the authority of the immediately preceding sentence, the holder of the applicable UTI Certificate or SUBI Certificate shall promptly Depositor may appoint a successor Trustee trustee, acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee trustee so removed, one copy to each of the Servicer, the Initial Beneficiary trustee continuing and VCI and one copy to the successor Trustee, together with payment trustee. A copy of all amounts owed such instrument shall be delivered to the outgoing Trustee. (c) Certificateholders and the Servicer by the Depositor. The Holders of Certificates entitled to at least 51% of the Voting Rights, with the consent of the NIMS Insurer, may at any time remove the Trustee or the Delaware Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by the NIMS Insurer or such Holders, as applicable, or their attorneys‑in‑fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the NIMS Insurer, the Certificateholders, the trustee continuing and the Servicer by the Depositor. Any resignation or removal of a the Trustee or the Delaware Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this part Section shall not become effective until acceptance of appointment by the successor Trusteetrustee as provided in Section 8.08.

Resignation or Removal of Trustees. (a) A Each of the Trustee and the Delaware Trustee may at any time resign and be discharged from the trust hereby created by giving thirty (30) days prior written notice thereof to the Initial Beneficiary NIMS Insurer, the Depositor, the Servicer and each Certificateholderthe Certificateholders. Upon receiving the such notice of resignation, the holder of the UTI (in the case of the UTI Trustee, Administrative Trustee or Delaware Trustee) or the holder of the applicable SUBI (in the case of a SUBI Trustee) Depositor shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 trustee by written instrument. (b) , in duplicate, which instrument shall be delivered to the resigning trustee and to the successor trustee acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time: (i) a time the Trustee or the Delaware Trustee shall cease to be qualified eligible in accordance with the provisions of Section 6.2, (ii) 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer, or if at any representation time the Trustee or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, (iii) a the Delaware Trustee shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of a Trustee such trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee such trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iv) then the holder of the UTI Certificate or any SUBI Certificate otherwise desires, in its sole discretion, to remove and replace the applicable Trustee with respect to the UTI Portfolio or SUBI Portfolio represented by such Certificate, then such Trustee may be removed upon written notice by the holder of the applicable UTI Certificate or SUBI Certificate Depositor or the assignee or pledgee of NIMS Insurer, may remove such UTI Certificate or SUBI Certificate in connection with a Financing. If a Trustee resigns or is removed under trustee and the authority of the immediately preceding sentence, the holder of the applicable UTI Certificate or SUBI Certificate shall promptly Depositor may appoint a successor Trustee trustee, acceptable to the NIMS Insurer and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee trustee so removed, one copy to each of the Servicer, the Initial Beneficiary trustee continuing and VCI and one copy to the successor Trustee, together with payment trustee. A copy of all amounts owed such instrument shall be delivered to the outgoing Trustee. (c) Certificateholders and the Servicer by the Depositor. The Holders of Certificates entitled to at least 51% of the Voting Rights, with the consent of the NIMS Insurer, may at any time remove the Trustee or the Delaware Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by the NIMS Insurer or such Holders, as applicable, or their attorneys‑in‑fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the trustee so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the NIMS Insurer, the Certificateholders, the trustee continuing and the Servicer by the Depositor. Any resignation or removal of a the Trustee or the Delaware Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this part Section shall not become effective until acceptance of appointment by the successor Trusteetrustee as provided in Section 8.08.

Resignation or Removal of Trustees. (a) A Each of the Trustee and the Delaware Trustee may at any time resign and be discharged from the trust hereby created by giving thirty (30) days prior written notice thereof to the Initial Beneficiary NIMS Insurer, the Depositor, the Servicer, the Swap Counterparty and each Certificateholderthe Certificateholders. Upon receiving the such notice of resignation, the holder of the UTI (in the case of the UTI Trustee, Administrative Trustee or Delaware Trustee) or the holder of the applicable SUBI (in the case of a SUBI Trustee) Servicer shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 trustee by written instrument. (b) , in duplicate, which instrument shall be delivered to the resigning trustee and to the successor trustee acceptable to the NIMS Insurer and to the Holders of Certificates entitled to more than 50% of the Voting Rights. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction for the appointment of a successor trustee. If at any time: (i) a time the Trustee or the Delaware Trustee shall cease to be qualified eligible in accordance with the provisions of Section 6.2, 8.06 and shall fail to resign after written request therefor by the Servicer (iiwith the consent of the NIMS Insurer) or the NIMS Insurer, or if at any representation time the Trustee or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, (iii) a the Delaware Trustee shall be legally unable to actbecome incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of a Trustee such trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee such trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or then the Servicer (iv) with the holder consent of the UTI Certificate NIMS Insurer) or any SUBI Certificate otherwise desiresthe NIMS Insurer, in its sole discretion, to may remove such trustee and replace the applicable Trustee Servicer (with respect to the UTI Portfolio or SUBI Portfolio represented by such Certificate, then such Trustee may be removed upon written notice by the holder consent of the applicable UTI Certificate or SUBI Certificate or the assignee or pledgee of such UTI Certificate or SUBI Certificate in connection with a Financing. If a Trustee resigns or is removed under the authority of the immediately preceding sentence, the holder of the applicable UTI Certificate or SUBI Certificate shall promptly NIMS Insurer) may appoint a successor Trustee trustee, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee trustee so removed, the trustee continuing and to the successor trustee. A copy of such instrument shall be delivered to the Certificateholders and the Servicer by the Depositor. The Holders of Certificates entitled to more than 50% of the Voting Rights, with the consent of the NIMS Insurer, may at any time remove the Trustee or the Delaware Trustee and appoint a successor trustee by written instrument or instruments, in triplicate, signed by the NIMS Insurer or such Holders, as applicable, or their attorneys-in-fact duly authorized, one copy complete set of which instruments shall be delivered to each of the Depositor and the Servicer, one complete set to the Initial Beneficiary and VCI trustee so removed and one copy complete set to the successor Trustee, together with payment so appointed. A copy of all amounts owed such instrument shall be delivered to the outgoing Trustee. (c) NIMS Insurer, the Certificateholders, the trustee continuing and the Servicer by the Depositor. Any resignation or removal of a the Trustee or the Delaware Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this part Section shall not become effective until acceptance of appointment by the successor Trusteetrustee as provided in Section 8.08.

Resignation or Removal of Trustees. (a) A Trustee may at any time resign by giving thirty (30) days prior written notice of such resignation to the Initial Beneficiary Company and each Certificateholderby delivering notice thereof to the Holders. Upon receiving the such notice of resignation, the holder of the UTI (in the case of the UTI Trustee, Administrative Trustee or Delaware Trustee) or the holder of the applicable SUBI (in the case of a SUBI Trustee) Company shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 45 days after the giving of such notice of resignation to the Holders, the resigning Trustee may, upon ten Business Days’ notice to the Company and the Holders, petition any court of competent jurisdiction, at the expense of the Company, for the appointment of a successor trustee, or any Holder who has been a bona fide Holder for at least six months (or since the date of this Indenture) may, subject to the provisions of Section 6.11, on behalf of himself or herself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. (b) If In case at any timetime any of the following shall occur: (i) there shall no longer be a Trustee shall cease to be qualified eligible in accordance with the provisions of Section 6.2,7.08 and such Trustee shall fail to resign after written request therefor by the Company or Holders in the manner required by Section 7.09(c), or (ii) any representation or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, (iii) a Trustee shall be legally unable to actbecome incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of a Trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iv) the holder of the UTI Certificate or any SUBI Certificate otherwise desiresthen, in its sole discretioneither case, to the Company may by a Board Resolution remove and replace the applicable Trustee with respect to the UTI Portfolio or SUBI Portfolio represented by such Certificate, then such Trustee may be removed upon written notice by the holder of the applicable UTI Certificate or SUBI Certificate or the assignee or pledgee of such UTI Certificate or SUBI Certificate in connection with a Financing. If a Trustee resigns or is removed under the authority of the immediately preceding sentence, the holder of the applicable UTI Certificate or SUBI Certificate shall promptly and appoint a successor Trustee trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed, one copy to each of the Servicer, the Initial Beneficiary and VCI removed and one copy to the successor Trusteetrustee, together with payment of all amounts owed or, subject to the outgoing Trusteeprovisions of Section 6.11, any Holder who has been a bona fide holder of a Note or Notes for at least six months (or since the date of this Indenture) may, on behalf of himself or herself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. (c) The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance with Section 8.04, may at any time remove one or both of the Trustees and nominate a successor trustee that shall be deemed appointed as successor trustee unless within ten days after notice to the Company of such nomination the Company objects thereto, in which case the Trustee(s) so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may petition any court of competent jurisdiction for an appointment of a successor trustee. (d) Any resignation or removal of a Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this part Section 7.09(a) shall not become effective until upon acceptance of appointment by the successor Trusteetrustee as provided in Section 7.10.

Resignation or Removal of Trustees. (a) A Each Trustee may at any time resign and be discharged from the Trusts hereby created by giving thirty written notice thereof to the Certificateholders sixty (3060) days prior written notice to the Initial Beneficiary and each Certificateholdereffective date of such resignation or discharge date. Upon receiving the such notice of resignation, the holder of the UTI (in the case of the UTI Trustee, Administrative Trustee or Delaware Trustee) or the holder of the applicable SUBI (in the case of a SUBI Trustee) shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 by written instrument. (b) If at any time: (i) a Trustee shall cease to be qualified in accordance with Section 6.2, (ii) any representation or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, (iii) a Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of a Trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iv) the holder of the UTI Certificate or any SUBI Certificate otherwise desires, in its sole discretion, to remove and replace the applicable Trustee with respect to the UTI Portfolio or SUBI Portfolio represented by such Certificate, then such Trustee may be removed upon written notice by the holder of the applicable UTI Certificate or SUBI Certificate or the assignee or pledgee of such UTI Certificate or SUBI Certificate in connection with a Financing. If a Trustee resigns or is removed under the authority of the immediately preceding sentence, the holder of the applicable UTI Certificate or SUBI Certificate Aggregate Majority Certificateholders shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so removedappointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee, at the expense of the Depositors, may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time either Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 hereof and shall fail to resign after written request therefor by the applicable Owners, or if at any time either Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of either Trustee or of its property shall be appointed, or any public officer shall take charge or control of either Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Aggregate Majority Certificateholders may remove such Trustee. If the Aggregate Majority Certificateholders shall remove a Trustee under the authority of the immediately preceding sentence, the Aggregate Majority Certificateholders shall promptly appoint a successor Trustee by written instrument in duplicate, one copy of which instrument shall be delivered to each of the Servicer, the Initial Beneficiary and VCI outgoing Trustee so removed and one copy to the successor Trustee, together with payment of and the Depositors shall pay all amounts fees owed to the outgoing Trustee. (c) . Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this part Section shall not become effective until acceptance of appointment by the successor TrusteeTrustee pursuant to Section 10.3 hereof and, in the case of a removal, payment of all fees and expenses owed to the outgoing Trustee in its individual capacity. The Administrators shall provide notice of such resignation or removal of a Trustee to the Certificateholders.

Resignation or Removal of Trustees. (a) A Trustee may at any time resign by giving thirty sixty (3060) days prior written notice to the Initial Beneficiary Beneficiary, each SUBI Control Party, each applicable Holder and each Certificateholderapplicable Registered Pledgee. Upon receiving the notice of resignation, the holder of the UTI (in the case of the UTI Trustee, Administrative Trustee or Delaware Trustee) or the holder each SUBI Control Party of the applicable SUBI (in the case of a SUBI Trustee) shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 by written instrument. If no successor Trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee, the UTI Holder or SUBI Holder, as the case may be, or any Registered Pledgee or SUBI Control Party of such Certificate may petition any court of competent jurisdiction for the appointment of a successor Trustee. (b) If at any time: (i) a Trustee shall cease to be qualified in accordance with Section 6.2, (ii) any representation or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, (iii) a Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of a Trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iv) the holder of the UTI Certificate, with the consent of the Registered Pledgee of such UTI Certificate or any SUBI Certificate Control Party of the related SUBI Certificate, respectively, otherwise desires, in its sole discretion, to remove and replace the applicable Trustee with respect to the UTI Portfolio or SUBI Portfolio represented by such Certificate, then such Trustee may be removed upon written notice by the holder Holder of the applicable UTI Certificate or SUBI Certificate or Certificate, with the assignee or pledgee consent of the Registered Pledgee of such UTI Certificate Certificate, or by the SUBI Certificate in connection with a FinancingControl Party of the related SUBI Certificate, respectively. If a Trustee resigns or is removed under the authority of the immediately preceding sentence, the holder Holder of the applicable UTI Certificate, with the consent of the Registered Pledgee of such UTI Certificate or the SUBI Certificate Control Party of the related SUBI Certificate, respectively, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed, one copy to each of the Servicer, the Initial Beneficiary and VCI and one copy to the successor Trustee, together with payment of all amounts owed to the outgoing Trustee. If no successor Trustee shall have been so appointed and have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee, the applicable UTI Holder or SUBI Holder, and any Registered Pledgee or SUBI Control Party of such UTI Certificate or SUBI Certificate, respectively, may petition any court of competent jurisdiction for the appointment of a successor Trustee. (c) Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this part shall not become effective until acceptance of appointment by the successor Trustee.

Resignation or Removal of Trustees. (a) A Trustee may at any time resign by giving thirty (30) days prior written notice to the Initial Beneficiary and each Certificateholder. Upon receiving the notice of resignation, the holder of the UTI (in the case of the UTI Trustee, Administrative Trustee or Delaware Trustee) or the holder of the applicable SUBI (in the case of a SUBI Trustee) shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 by written instrument. (b) If at any time: (i) a Trustee shall cease to be qualified in accordance with Section 6.2, (ii) any representation or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, (iii) a Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of a Trustee or of its property shall be appointed, or any public officer shall take charge or control of a Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or (iv) the holder of the UTI Certificate or any SUBI Certificate otherwise desires, in its sole discretion, to remove and replace the applicable Trustee with respect to the UTI Portfolio or SUBI Portfolio represented by such Certificate, then such Trustee may be removed upon written notice by the holder of the applicable UTI Certificate or SUBI Certificate or the assignee or pledgee of such the UTI Certificate or SUBI Certificate as provided in connection with a Financingthe applicable SUBI Supplement. If a Trustee resigns or is removed under the authority of the immediately preceding sentence, the holder of the applicable UTI Certificate or the applicable SUBI Certificate shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed, one copy to each of the Servicer, the Initial Beneficiary and VCI and one copy to the successor Trustee, together with payment of all amounts owed to the outgoing Trustee. (c) Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this part shall not become effective until acceptance of appointment by the successor Trustee.